Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2016 | Oct. 14, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | MetaStat, Inc. | |
Entity Central Index Key | 1,404,943 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,414,103 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Trading symbol | MTST |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2016 | Feb. 29, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 86,233 | $ 363,783 |
Notes receivable | 0 | 125,000 |
Prepaid expenses | 103,983 | 33,121 |
Total Current Assets | 190,216 | 521,904 |
Equipment (net of accumulated depreciation of $216,928 and $169,396, respectively) | 449,520 | 497,052 |
Refundable deposits | 43,600 | 43,600 |
TOTAL ASSETS | 683,336 | 1,062,556 |
Current liabilities | ||
Accounts payable | 1,240,800 | 746,144 |
Accrued expense | 273,782 | 214,311 |
Notes payable (net of discount $390,015 and $743,282, respectively) | 1,792,601 | 1,533,120 |
Accrued interest payable | 108,000 | 56,000 |
Accrued dividends on Series B Preferred Stock | 48,812 | 48,317 |
Total Current Liabilities | 3,463,995 | 2,597,892 |
Warrant liability | 226,771 | 234,461 |
TOTAL LIABILITIES | 3,690,766 | 2,832,353 |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Common Stock, ($0.0001 par value; 150,000,000 shares authorized; 1,976,201 and 1,851,201 shares issued and outstanding, respectively) | 222 | 185 |
Additional Paid-in-capital | 22,468,879 | 21,607,259 |
Accumulated deficit | (25,476,618) | (23,377,328) |
Total stockholders' deficit | (3,007,430) | (1,769,797) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 683,336 | 1,062,556 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Convertible Preferred Stock: Series A convertible preferred stock ($0.0001 par value; 1,000,000 shares authorized; 874,257 and 874,257 shares issued and outstanding respectively), Series B convertible preferred stock ($0.0001 par value; 1,000 shares authorized; 666 and 659 shares issued and outstanding respectively) | 87 | 87 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Convertible Preferred Stock: Series A convertible preferred stock ($0.0001 par value; 1,000,000 shares authorized; 874,257 and 874,257 shares issued and outstanding respectively), Series B convertible preferred stock ($0.0001 par value; 1,000 shares authorized; 666 and 659 shares issued and outstanding respectively) | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Aug. 31, 2016 | Feb. 29, 2016 |
Accumulated depreciation | $ 216,928 | $ 169,396 |
Convertible debentures, discount | $ 390,015 | $ 743,282 |
STOCKHOLDERS' EQUITY | ||
Common stock, par value | $ .0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,222,103 | 1,851,201 |
Common stock, shares outstanding | 2,222,103 | 1,851,201 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 666 | 659 |
Preferred stock, shares outstanding | 666 | 659 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 874,257 | 874,257 |
Preferred stock, shares outstanding | 874,257 | 874,257 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Total revenue | 0 | 0 | 0 | 0 |
OPERATING EXPENSES | ||||
General & administrative | 615,849 | 1,076,032 | 1,171,530 | 2,024,928 |
Research & development | 356,168 | 317,968 | 627,291 | 537,294 |
Total Operating Expenses | 972,017 | 1,394,000 | 1,798,821 | 2,562,222 |
OTHER EXPENSES (INCOME) | ||||
Interest expense | 401,990 | 40,444 | 706,636 | 45,361 |
Other income, net | (14) | (139,967) | (281) | (140,136) |
Change in fair value of warrant liability | (96,241) | (36,400) | (61,749) | (172,900) |
Change in fair value of put embedded in note payable | (510,867) | 3,134 | (456,868) | 3,134 |
Loss on sale of notes receivable | 112,500 | 0 | 112,500 | 0 |
Settlement expense | 116 | 660 | 231 | 39,097 |
Total Other Expenses (Income) | (92,516) | (132,129) | 300,469 | (225,444) |
NET LOSS | (879,501) | (1,261,871) | (2,099,290) | (2,336,778) |
Net loss | (879,501) | (1,261,871) | (2,099,290) | (2,336,778) |
Deemed dividend on Series B Preferred Stock issuance | 0 | 0 | (708,303) | 0 |
Accrued dividends on Series B Preferred Stock | (73,452) | (69,205) | (146,894) | (124,467) |
Deemed dividend to Series B Preferred stock holders for exchange of warrants | (29,311) | 0 | (29,311) | 0 |
Loss attributable to common shareholders | $ (982,264) | $ (1,331,076) | $ (2,983,798) | $ (3,528,736) |
Net loss per share, basic and diluted | $ (0.46) | $ (0.73) | $ (1.50) | $ (1.94) |
Weighted average of shares outstanding | 2,127,833 | 1,823,003 | 1,987,487 | 1,816,136 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,099,290) | $ (2,336,778) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 47,532 | 48,657 |
Share-based compensation | 362,326 | 492,359 |
Amortization of debt discount | 652,879 | 29,883 |
Loss on sale of notes receivable and assets | 112,500 | 10,196 |
Loss on settlement of capital lease | 0 | 8,820 |
Gain related to reimbursement of prior period research and development expenses | 0 | (100,000) |
Change in fair value of warrant liability | (61,749) | (172,900) |
Change in fair value of put embedded in note payable | (456,868) | 3,134 |
Net changes in assets and liabilities | ||
Prepaid expenses | 87,538 | (40,729) |
Refundable deposit | 0 | (2,100) |
Accounts payable and accrued expenses | 507,022 | 199,350 |
Interest payable | 52,000 | 5,649 |
Net Cash used in Operating Activities | (796,110) | (1,854,459) |
Cash Flows from Investing Activities | ||
Proceeds from sale of notes receivable | 12,500 | 0 |
Proceeds received from settlement of capital lease | 0 | 2,897 |
Purchase of equipment | 0 | (149,458) |
Net Cash provided by (used in) Investing Activities | 12,500 | (146,561) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of notes, net | 122,790 | 1,111,408 |
Proceeds from issuance of common stock and warrants, net | 462,565 | 0 |
Re-purchase of common stock and warrants | 0 | (111,563) |
Proceeds from issuance of Series B preferred stock and warrant, net | 0 | 1,945,244 |
Payment of capital lease obligation | 0 | (42,407) |
Payment of short-term debt | (79,295) | (71,500) |
Net Cash provided by Financing Activities | 506,060 | 2,831,182 |
Net increase in cash and cash equivalents | (277,550) | 830,162 |
Cash at the beginning of the period | 363,783 | 257,820 |
Cash at the end of the period | 86,233 | 1,087,982 |
Supplemental Disclosure of Non-Cash Financing Activities | ||
Warrant liability associated with note payable | 15,225 | 150,544 |
Series B Preferred paid in kind dividend | 146,399 | 94,793 |
Series B Preferred Stock accrued dividends | 146,894 | 124,467 |
Issuance of common stock as payment of accounts payable | 32,000 | 0 |
Financing of insurance premium through notes payable | 158,400 | 107,250 |
Note receivable received for sale of assets | 0 | 75,000 |
Capital lease settled against deposit | 0 | 227,235 |
Warrants issued to placement agents | 35,859 | 175,241 |
Deemed dividend related to Series B Preferred Stock BCF adjustment for conversion price adjustment | 708,303 | 0 |
Deemed dividend to Series B Preferred stock holders upon exercising Most Favored Nation option | 29,311 | 0 |
Issuance of warrants in connection with OID Notes amendment | $ 44,095 | $ 0 |
DESCRIPTION OF BUSINESS AND GOI
DESCRIPTION OF BUSINESS AND GOING CONCERN | 6 Months Ended |
Aug. 31, 2016 | |
Description Of Business And Going Concern | |
DESCRIPTION OF BUSINESS AND GOING CONCERN | MetaStat, Inc. (we, us, our, the Company, or MetaStat) is a pre-commercial molecular diagnostic company focused on the development and commercialization of novel diagnostics to provide physicians and patients actionable information regarding the risk of systemic metastasis and adjuvant chemotherapy treatment decisions. We believe cancer treatment strategies can be personalized and outcomes improved through new diagnostic tools that identify the aggressiveness and metastatic potential of primary tumors. The Company was incorporated on March 28, 2007 under the laws of the State of Nevada. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MetaStat Biomedical, Inc., a Delaware corporation and all significant intercompany balances have been eliminated by consolidation. These interim unaudited financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) in the United States and should be read in conjunction with the Companys audited consolidated financial statements and related footnotes for the year ended February 29, 2016 included in the Companys Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (SEC) on May 31, 2016. These unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Companys financial position as of August 31, 2016 and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. These interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced net losses and negative cash flows from operations since its inception. The Company has sustained cumulative losses of approximately $25.5 million as of August 31, 2016, has a negative working capital and has not generated revenues or positive cash flows from operations. The continuation of the Company as a going concern is dependent upon continued financial support from its shareholders, the ability of the Company to obtain necessary equity and/or debt financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. The Company cannot make any assurances that additional financings will be available to it and, if available, completed on a timely basis, on acceptable terms or at all. If the Company is unable to complete a debt or equity offering, or otherwise obtain sufficient financing when and if needed, it would negatively impact its business and operations and could also lead to the reduction or suspension of the Companys operations and ultimately force the Company to cease operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Subsequent to August 31, 2016, the Company completed closings of the Additional Unit Private Placement (as defined in Note 3), whereby the Company issued an aggregate of 135 units for 192,000 shares of common stock, 48,300 shares of its Series A-2 Convertible Preferred Stock, convertible into 483,000 shares of common stock, and five-year common stock purchase warrants to purchase 337,500 shares of common stock with an exercise price of $3.00 per share for aggregate gross proceeds of $1.35 million and net proceeds of approximately $1.23 million. See Note 12 - Subsequent Events. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Aug. 31, 2016 | |
Equity [Abstract] | |
CAPITAL STOCK | The Company has authorized 160,000,000 shares of capital stock, par value $0.0001 per share, of which 150,000,000 are shares of common stock and 10,000,000 are shares of blank-check preferred stock. Our Board is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights, which could adversely affect the voting power or other rights of the holders of common stock. The preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of the Company. Common Stock The holders of our common stock are entitled to one vote per share. In addition, the holders of our common stock will be entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds; however, the current policy of our Board is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in all assets that are legally available for distribution. Series A Convertible Preferred Stock Pursuant to the Certificate of Designation of Rights and Preferences of the Series A Preferred Stock (the Series A Certificate of Designation), the terms of the Series A Preferred Stock are as follows: Ranking The Series A Preferred Stock will rank senior to our common stock with respect to distributions of assets upon the liquidation, dissolution or winding up of the Company. Dividends The Series A Preferred Stock is not entitled to any dividends. Liquidation Rights In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series A Preferred Stock an amount equal to the fair market value as determined in good faith by the Board. Voluntary Conversion; Anti-Dilution Adjustments Each fifteen (15) shares of Series A Preferred Stock shall be convertible into one share of common stock (the Series A Conversion Ratio). The Series A Conversion Ratio is subject to customary adjustments for issuances of shares of common stock as a dividend or distribution on shares of the common stock, or mergers or reorganizations. Voting Rights The Series A Preferred Stock has no voting rights. The common stock into which the Series A Preferred Stock is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding common stock, and none of the rights of the Series A Preferred Stock. Series B Convertible Preferred Stock Pursuant to the Certificate of Designation of Rights and Preferences of the Series B Preferred Stock (the Series B Certificate of Designation), the terms of the Series B Preferred Stock are as follows: Ranking The Series B Preferred Stock will rank senior to the Series A Preferred Stock and common stock with respect to distributions of assets upon the liquidation, dissolution or winding up of the Company. Stated Value Each share of Series B Preferred Stock will have a stated value of $5,500, subject to adjustment for stock splits, combinations and similar events (the Stated Value). Dividends Cumulative dividends on the Series B Preferred Stock accrue at the rate of 8% of the Stated Value per annum, payable quarterly on March 31, June 30, September 30, and December 31 of each year, from and after the date of the initial issuance. Dividends are payable in kind in additional shares of Series B Preferred Stock valued at the Stated Value or in cash at the sole option of the Company. At August 31, 2016 and February 29, 2016, the dividend payable to the holders of the Series B Preferred Stock amounted to approximately $48,812 and $48,317, respectively. During the three and six months ended August 31, 2016, the Company issued 13.4407 and 26.6178 shares of Series B Preferred Stock, respectively, for payment of dividends amounting to $73,925 and $146,399. During the three and six months ended August 31, 2015, the Company issued 12.4175 and 17.2354 shares of Series B Preferred Stock, respectively, for payment of dividends amounting to $68,295 and $94,793. Liquidation Rights If the Company voluntarily or involuntarily liquidates, dissolves or winds up its affairs, each holder of the Series B Preferred Stock will be entitled to receive out of the Companys assets available for distribution to stockholders, after satisfaction of liabilities to creditors, if any, but before any distribution of assets is made on the Series A Preferred Stock or common stock or any of the Companys shares of stock ranking junior as to such a distribution to the Series B Preferred Stock, a liquidating distribution in the amount of the Stated Value of all such holders Series B Preferred Stock plus all accrued and unpaid dividends thereon. At August 31, 2016 and February 29, 2016, the value of the liquidation preference of the Series B Preferred Stock aggregated to approximately $3.7 million and $3.7 million, respectively. Conversion; Anti-Dilution Adjustments Each share of Series B Preferred Stock will be convertible at the holders option into common stock in an amount equal to the Stated Value plus accrued and unpaid dividends thereon through the conversion date divided by the then applicable conversion price. The initial conversion price was $8.25 per share (the Series B Conversion Price) and is subject to customary adjustments for issuances of shares of common stock as a dividend or distribution on shares of common stock, or mergers or reorganizations, as well as full ratchet anti-dilution adjustments for future issuances of other Company securities (subject to certain standard carve-outs) at prices less than the applicable Series B Conversion Price. The issuance of shares of common stock pursuant to the 2016 Unit Private Placement (as defined in Note 3) triggered the full ratchet anti-dilution price protection provision of the Series B Preferred Stock. Accordingly, the Series B Conversion Price was adjusted from $8.25 to $2.00 per share. See Note 3 for the accounting treatment of the conversion price adjustment. The Series B Preferred Stock is subject to automatic conversion (the Mandatory Conversion) at such time when the Companys common stock has been listed on a national stock exchange such as the NASDAQ, New York Stock Exchange or NYSE MKT; provided, that, on the Mandatory Conversion date, a registration statement providing for the resale of the shares of common stock underlying the Series B Preferred Stock is effective. In the event of a Mandatory Conversion, each share of Series B Preferred Stock will convert into the number of shares of common stock equal to the Stated Value plus accrued and unpaid dividends divided by the applicable Series B Conversion Price. Voting Rights On March 27, 2015, the holders of the Series B Preferred Stock entered into an Amended and Restated Series B Preferred Purchase Agreement, whereby the Company filed an Amended and Restated Series B Preferred Certificate of Designation. The Amended and Restated Series B Preferred Certificate of Designation provides that the holders of the Series B Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such Series B Preferred Stock could be converted for purposes of determining the shares entitled to vote at any regular, annual or special meeting of stockholders of the Company, and shall have voting rights and powers equal to the voting rights and powers of the common stock (voting together with the common stock as a single class). Most Favored Nation For a period of up to 30 months after March 31, 2015, if the Company issues any New Securities (as defined below) in a private placement or public offering (a Subsequent Financing), the holders of Series B Preferred Stock may exchange all of the Series B Preferred Stock at their Stated Value plus all Series A Warrants (as defined below) issued to the Series B Preferred Stock investors in the Series B Private Placement for the securities issued in the Subsequent Financing on the same terms of such Subsequent Financing. This right expires upon the earlier of (i) September 30, 2017 and (ii) the consummation of a bona fide underwritten public offering in which the Company receives aggregate gross proceeds of at least $5,000,000. New Securities means shares of the common stock, any other securities, options, warrants or other rights where upon exercise or conversion the purchaser or recipient receives shares of the common stock, or other securities with similar rights to the common stock, subject to certain standard carve-outs. See Note 3 for the accounting treatment of the Series B Preferred Stock. |
EQUITY ISSUANCES
EQUITY ISSUANCES | 6 Months Ended |
Aug. 31, 2016 | |
Equity [Abstract] | |
EQUITY ISSUANCES | Common stock financing the 2016 Unit Private Placement During the six months ended August 31, 2016, the Company entered into a subscription agreement pursuant to a private placement (the 2016 Unit Private Placement) with a number of accredited investors pursuant to which the Company issued units for an offering price of $10,000 per unit, with each unit consisting of (i) 5,000 shares of its common stock, and (ii) five-year warrants (the Warrants) to purchase 2,500 shares of common stock (the Warrant Shares), at an exercise price of $3.00 per share. First Closing of the 2016 Unit Private Placement On May 26, 2016, the Company issued an aggregate of 20 units consisting of an aggregate of 100,000 shares of common stock and 50,000 Warrants for an aggregate purchase price of $200,000. After deducting placement agent fees and other offering expenses, including legal expenses, net proceeds amounted to approximately $126,000. Additionally, the Company issued an aggregate of 10,000 placement agent warrants in substantially the same form as the Warrants. Second and Final Closing of the 2016 Unit Private Placement On June 8, 2016, the Company issued an aggregate of 29.5 units consisting of an aggregate of 147,500 shares of common stock and 73,750 Warrants for an aggregate purchase price of $295,000. After deducting placement agent fees and other offering expenses, the Company received net proceeds of approximately $264,000. Additionally, the Company issued an aggregate of 14,750 placement agent warrants in substantially the same form as the Warrants. Registration Rights Agreement Pursuant to a registration rights agreement entered into by the parties, the Company agreed to file a registration statement with the SEC providing for the resale of the shares of common stock and the shares of common stock underlying the Warrants issued pursuant to the 2016 Unit Private Placement on or before the date which is forty-five (45) days after the date of the final closing of the 2016 Unit Private Placement. The Company will use its commercially reasonable efforts to cause the registration statement to become effective within one hundred fifty (150) days from the filing date. The Company has received a waiver from a majority of the 2016 Unit Private Placement investors extending the filing date of the registration statement to no later than November 21, 2016. Most Favored Nation Exchange the MFN Exchange On July 12, 2016, the Company and one Series B Preferred Stock shareholder (the Exchange Purchaser) entered into an exchange agreement effective July 1, 2016 (the Exchange Agreement) whereby the Exchange Purchaser elected to exercise their Most Favored Nation exchange right into the securities offered pursuant to the 2016 Unit Private Placement (the MFN Exchange). Accordingly, the Exchange Purchaser tendered all of their 19.4837 shares of Series B Preferred Stock and $2,143 of accrued and unpaid dividends for an aggregate exchange amount of $109,304, plus 9,000 Series A Warrants with an exercise price of $10.50 per share originally issued in connection with the Series B Private Placement for an aggregate of 54,652 shares of common stock and warrants to purchase 27,326 shares of common stock at an exercise price of $3.00 per share. Additionally, the parties entered into a joinder agreement, and the Exchange Purchaser was granted all rights and benefits under the 2016 Unit Private Placement financing agreements. The Company analyzed and determined that the MFN Exchange is a contingent beneficial conversion feature that should be recognized upon the occurrence of the contingent event based on its intrinsic value at the commitment date. Since the Company had fully recognized all allocated proceeds of the Series B Preferred Stock in previously recognized beneficial conversion features, no beneficial conversion was recognized upon the exchange of the Series B Preferred Stock in the MFN Exchange. For the three and six months ended August 31, 2016, the Company has recorded a non-cash deemed dividend to Additional Paid-in Capital of $29,311 in connection with the MFN Exchange equal to the excess fair value of the warrants received over the fair value of the Series A Warrants. Common stock financing Additional Unit Private Placement First Closing of the Additional Unit Private Placement On August 31, 2016, the Company entered into a subscription agreement pursuant to a private placement (the Additional Unit Private Placement) with an accredited investor pursuant to which the Company issued an aggregate of 8.75 units consisting of an aggregate of 43,750 shares of common stock at an effective price of $2.00 per share (the Effective Price) and five-year warrants to purchase 21,875 shares of common stock at a purchase price of $3.00 per share (the Warrants) for an aggregate purchase price of $87,500. After deducting placement agent fees and other offering expenses, including legal expenses, net proceeds amounted to approximately $73,000. Additionally, the Company issued an aggregate of 438 placement agent warrants in substantially the same form as the Warrants. Pursuant to the subscription agreement, for a period of one hundred eighty (180) days following the final closing of the Additional Unit Private Placement, the investors shall have full-ratchet anti-dilution price protection (the Price Protection) based on certain issuances by the Company of common stock or securities convertible into shares of common stock at an effective price per share less than the Effective Price (a "Down-round Issuance"), whereby the Company would be required to issue the investors additional shares of common stock and Warrants. Accounting for the Price Protection Provision The Company analyzed the Price Protection provision for embedded derivatives that require bifurcation. The Company evaluated the Price Protection provision for both the issuance of additional shares of common stock and additional Warrants in connection with a Down-round Issuance in accordance with ASC 480 and ASC 815. In connection with the potential issuance of additional shares of common stock, the Company concluded that since the embedded down-round feature is within the equity host contract, the embedded Price Protection provision would be considered clearly and closely related to the equity host under ASC 815-15-25-1(a) and that the Price Protection provision should not be bifurcated. In connection with the potential issuance of additional Warrants, the Company concluded that the freestanding Warrants are not indexed to the Companys common stock within the scope of ASC 815-40 and therefore was initially bifurcated and measured at fair value and recorded as a derivative liability in the Condensed Consolidated Balance Sheet. The derivative liability will be measured at fair value on an ongoing basis, with changes in fair value recognized in the statement of operations. Issuances of common stock for services During the six months ended August 31, 2015, the Company issued an aggregate of 28,001 shares of common stock to consultants for services that vested immediately and 6,667 shares of common stock to a consultant for services that vest over 6 months. The weighted average fair value of these shares of common stock amounted to $4.96. During the six months ended August 31, 2015, the Company recognized approximately $208,000 into general and administrative expense. During the six months ended August 31, 2016, the Company issued an aggregate of 25,000 shares of common stock to a consultant for services that vested over a two-month term and to settle $32,000 of accounts payable. The fair value of the shares amounted to $46,250 on the grant date, of which $14,250 was recognized into general and administrative expense during the six months ended August 31, 2016. Settlement On April 1, 2015, the Company entered into a settlement agreement to settle a dispute with two affiliated security holders in which the Company paid $150,000, in exchange for the cancellation of all Company securities held by such parties, which included an aggregate of 10,728 shares of common stock, 1,667 common stock purchase warrants with an exercise price of $31.50 and 5,001 common stock purchase warrants with an exercise price of $22.50 Additionally, the Company reimbursed $3,000 of legal expenses to the two affiliated security holders. The Company recorded the fair value of the instruments as a reduction of equity as equity instruments were cancelled and recognized a settlement expense of $38,437 for the excess of the amount paid over the fair value of the cancelled equity instruments. Series B preferred stock financing the Series B Private Placement The Company entered into an amended and restated securities purchase agreement (the A&R Series B Purchase Agreement) on March 27, 2015 and March 31, 2015 with a number of new and existing accredited investors (collectively, the Series B Investors) pursuant to which it sold $2,130,750 of Series B Preferred Stock convertible into common stock at $8.25 per share in a private placement (the Series B Private Placement). In addition, pursuant to the A&R Series B Purchase Agreement, the Company issued series A warrants (the Series A Warrants) to purchase up to 193,708 shares of common stock at an initial exercise price per share of $20.50 to the Series B Investors. The Series A Warrants expire on March 31, 2020. Pursuant to the closings of the Series B Private Placement in March 2015, the Company issued 387.4088 shares of Series B Preferred Stock convertible into 3,874,088 shares of common stock and Series A Warrants to purchase 193,708 shares of common stock for an aggregate purchase price of $2,130,750, of which $18,000 represents the exchange of stock-based compensation to a consultant that was to be settled in shares of common stock and was settled in Series B Preferred Stock and Series A Warrants. As a result of the exchange, the Company recorded an additional $12,695 of stock-based compensation. In connection with the March 2015 closings of the Series B Private Placement, the placement agents were paid a total cash fee of $147,451 including expense allowances and reimbursements, and were issued an aggregate of 20,668 Series A Warrants. On the grant dates, the fair value of the placement agent warrants amounted to $158,441 and was recorded as a stock issuance cost. Net proceeds amounted to $1,945,244 after deducting offering expenses to be paid in cash, including the placement agent fees and legal fees and other expenses. Accounting for the Series B Preferred Stock The Company determined the Series B Preferred Stock should be classified as equity as it is not mandatorily redeemable, and there are no unconditional obligations in that the Company must or may settle in a variable number of its equity shares. Because the Series B Preferred Stock contain certain embedded features that could affect the ultimate settlement of the Series B Preferred Stock, the Company analyzed the instrument for embedded derivatives that require bifurcation. The Companys analysis began with determining whether the Series B Preferred Stock is more akin to equity or debt. The Company evaluated the following criteria/features in this determination: redemption, voting rights, collateral requirements, covenant provisions, creditor and liquidation rights, dividends, conversion rights and exchange rights. The Company determined that the preponderance of evidence suggests the Series B Preferred Stock was more akin to equity than to debt when evaluating the economic characteristics and risks of the entire Series B Preferred Stock, including the embedded features. The Company then evaluated the embedded features to determine whether their economic characteristics and risks were clearly and closely related to the economic characteristics and risks of the Series B Preferred Stock. Since, the Series B Preferred Stock was determined to be more akin to equity than debt, and the underlying that causes the value of the embedded features to fluctuate would be the value of the Companys common stock, the embedded features were considered clearly and closely related to the Series B Preferred Stock. As a result, the embedded features would not need to be bifurcated from the Series B Preferred Stock. Any contingent beneficial conversion features will be recognized upon the occurrence of the contingent events based on its intrinsic value at the commitment date. Accounting for the Series A Warrants The Company concluded the freestanding Series A Warrants were indexed to the Companys common stock and should be classified in stockholders equity, based on their relative fair value. Allocation of Proceeds of the Series B Private Placement on March 27 and 31, 2015 The $2,130,750 proceeds from the Series B Private Placement on March 27 and 31, 2015 were allocated to the Series B Preferred Stock and Series A Warrant instruments based on their relative fair values. The Series B Preferred Stock was valued on an as-if-converted basis based on the underlying common stock. The Series A Warrants were valued using the Black-Scholes model with the following weighted-average input at the time of issuance: expected term of 5.0 years based on their contractual life, volatility of 125% based on the Companys historical volatility and risk free rate of 1.4% based on the rate of the 5-years U.S. treasury bill. After allocation of the proceeds, the effective conversion price of the Series B Preferred Stock was determined to be beneficial and, as a result, the Company recorded a non-cash deemed dividend of $1,067,491 equal to the intrinsic value of the beneficial conversion feature since the Series B Preferred Stock was immediately convertible. Deemed Dividend due to Conversion Price Adjustment During the six months ended August 31, 2016, as a result of the adjustment of the Series B Conversion Price from $8.25 to $2.00 per share due to the 2016 Unit Private Placement, the Company recorded a non-cash deemed dividend, amounting to $708,303 (the Deemed Dividend due to Conversion Price Adjustment). The expense was measured at the intrinsic value of the beneficial conversion feature for each issuance of Series B Preferred Stock in the Series B Private Placement and was limited to the amount of Series B Preferred Stock allocated proceeds less previously recognized beneficial conversion features. The Series B Registration Rights Agreement In connection with the closing of the Series B Private Placement, the Company entered into an amended and restated registration rights agreement (the A&R Series B Registration Rights Agreement) with the Series B Investors, in which the Company agreed to file a registration statement (the Registration Statement) with the Securities and Exchange Commission ("SEC") to register for resale the shares of common stock underlying the Series B Preferred Stock, the Series A Warrants and the Series B Warrants within 30 calendar days of the final closing date of March 31, 2015 (the Filing Date), and to have the registration statement declared effective within 120 calendar days of the Filing Date. If the Registration Statement has not been filed with the SEC on or before the Filing Date, the Company shall, on the business day immediately following the Filing Date, and each 15th day thereafter, make a payment to the Series B Investors as partial liquidated damages for such delay (together, the Late Registration Payments) equal to 2.0% of the purchase price paid for the Series B Preferred Stock then owned by the Series B Investors for the initial 15 day period and 1.0% of the purchase price for each subsequent 15 day period until the Registration Statement is filed with the SEC. Late Registration Payments will be prorated on a daily basis during each 15-day period and will be paid to the Series B Investors by wire transfer or check within five business days after the end of each 15-day period following the Filing Date. The Company filed the Registration Statement on Form S-1 with the SEC on April 10, 2015, and as a result no penalty was incurred. |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Aug. 31, 2016 | |
Stock Options | |
STOCK OPTIONS | During the six months ended August 31, 2015, the Company issued options to purchase 6,667 shares of common stock at $11.25 per share to a consultant. The options vest upon achieving certain performance-based milestones and expire on March 1, 2025. The Company will measure the fair value of these options with vesting contingent on achieving certain performance-based milestones and recognize the compensation expense when vesting becomes probable. The fair value will be measured using a Black-Scholes model. During the six months ended August 31, 2015, 1,667 of these options with an aggregate fair value of $8,000 vested based on achieving certain milestones. During the six months ended August 31, 2015, the Company issued options to purchase 80,004 shares of common stock at $8.25 per share to non-executive members of its Board. The options vest in three equal installments on each of May 18, 2016, May 18, 2017, and May 18, 2018 and expire on May 18, 2025. These options had a total fair value of $388,000 as calculated using the Black-Scholes model. During the six months ended August 31, 2016, the Company issued options to purchase 50,000 shares of common stock at $2.19 per share to a non-executive member of its Board. These 50,000 options vest in three equal installments on each of May 26, 2017, May 26, 2018, and May 26, 2019 and expire on May 26, 2026. These options had a total fair value of $86,500 as calculated using the Black-Scholes model. During the six months ended August 31, 2016, the Company issued options to purchase 50,000 shares of common stock at $2.19 per share to a non-executive member of its Board for performing other services. These 50,000 options vest upon achieving a certain milestone and expire on May 26, 2026. These options will be measured and recognized when vesting becomes probable. During the three and six months ended August 31, 2016, the Company issued options to purchase an aggregate of 440,000 shares of common stock at an exercise price of $2.00 per share to members of its management team. These options expire on July 7, 2026. 73,333 of these options vested immediately and 146,667 of these options vest in equal monthly installments over a twenty-four-month period. 220,000 options are subject to certain milestone-based vesting. The Company has not recognized any stock based compensation for the options with performance-vesting conditions, and expects to recognize the compensation expense when vesting become probable, which has not yet occurred. During the three and six months ended August 31, 2016, the Company issued options to purchase an aggregate of 100,000 shares of common stock at an exercise price of $2.00 per share to a non-executive member of its Board. These options expire on July 7, 2026. These options had a total fair value of $142,834 as calculated using the Black-Scholes model. 33,333 of these options vested immediately and 66,667 of these options vest in equal monthly installments over a twenty-four-month period. During the three and six months ended August 31, 2016, the Company issued options to purchase an aggregate of 240,000 shares of common stock at an exercise price of $2.00 per share to consultants. These options expire on July 7, 2026. 33,333 of these options vest on the first anniversary date and then 66,667 of these options vest in equal monthly installments over a twenty-four-month period. 140,000 of these options are subject to certain milestone-based vesting and the Company will measure the fair value of these options with vesting contingent on achieving certain performance-based milestones and recognize the compensation expense when vesting becomes probable. The weighted average inputs to the Black-Scholes model used to value the stock options granted during the six months ended August 31, 2016 and 2015 are as follows: August 31, 2016 August 31, 2015 Expected volatility 98.98 102.74 % 113.47 - 123.55 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 98.98 102.74 % 113.47 - 123.55 % Expected Term 5.47 years 6.07 years For the three months ended August 31, 2016, the Company recognized $243,240 of compensation expense related to stock options, of which $200,032 was recognized in general and administrative expenses and $43,208 in research and development expenses. For the six months ended August 31, 2016, the Company recognized $348,076 of compensation expense related to stock options, of which $287,860 was recognized in general and administrative expenses and $60,416 in research and development expenses. For the three months ended August 31, 2015, the Company recognized $183,233 of compensation expense related to stock options, of which $159,002 was recognized in general and administrative expenses and $24,231 in research and development expenses. For the six months ended August 31, 2015, the Company recognized $252,168 of compensation expense related to stock options, of which $227,937 was recognized in general and administrative expenses and $24,231 in research and development expenses. The following table summarizes common stock options issued and outstanding: Options Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 29, 2016 426,976 $ 14.45 $ - 7.98 Granted 880,000 $ 2.02 - - Expired and forfeited (43,667 ) $ 9.66 - - Outstanding and expected to vest at August 31, 2016 1,263,309 $ 5.95 $ - 9.08 Exercisable at August 31, 2016 328,184 $ 12.39 $ - 7.61 The following table breaks down exercisable and unexercisable common stock options by exercise price as of August 31, 2016: Exercisable Unexercisable Number of Options Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 124,442 $ 2.00 9.85 655,558 $ 2.00 9.85 - $ 2.19 - 100,000 $ 2.19 9.74 8,375 $ 3.55 9.43 25,125 $ 3.55 9.43 1,068 $ 8.10 8.42 - $ 8.10 - 74,447 $ 8.25 5.72 105,554 $ 8.25 8.76 52,434 $ 10.20 5.35 - $ 10.20 - 3,334 $ 11.25 8.72 3,333 $ 11.25 8.72 4,445 $ 16.50 8.13 15,555 $ 16.50 8.13 14,735 $ 22.50 7.91 30,000 $ 22.50 7.30 44,904 $ 48.75 6.60 - $ 48.75 - 328,184 $ 12.39 7.61 935,125 $ 3.67 9.59 As of August 31, 2016, we had approximately $611,000 of unrecognized compensation related to employee and consultant stock options that are expected to vest over a weighted average period of 1.3 years and, approximately $580,000 of unrecognized compensation related to employee stock options whose recognition is dependent on certain milestones to be achieved. Additionally, there were 230,000 stock options with a performance vesting condition that were granted to consultants which will be measured and recognized when vesting becomes probable. |
WARRANTS
WARRANTS | 6 Months Ended |
Aug. 31, 2016 | |
Warrants | |
WARRANTS | For the three and six months ended August 31, 2015, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock in connection with the issuance of the Promissory Note on July 31, 2015, referenced in Note 6. This warrant is exercisable at $8.25 per share and expires on March 31, 2020. The warrant vested immediately. This warrant contained an anti-dilution price protection provision, which required the warrant to be recorded as derivative warrant liability. Such clause will lapse upon completion of a Qualified Offering, as defined in the warrant agreement. These warrants were recorded as a debt discount based on their fair value. In connection with the issuances of the Promissory Note pursuant to the Note Purchase Agreement on July 31, 2015, the Company issued placement agent warrants to purchase an aggregate of 5,600 shares of common stock. These placement agent warrants were issued on July 31, 2015, are exercisable at $10.50 per share and expire on July 31, 2020. These placement agent warrants vested immediately. The fair value of these warrants was determined to be $16,800, as calculated using the Black-Scholes model. Weighted-average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.54%; (2) an expected term of 5.0 years; (3) an expected volatility of 128%; and (4) zero expected dividends. $16,800 was recorded as part of the debt discount against the stated value of the Note. For the six months ended August 31, 2015, the Company issued an aggregate of 193,708 Series A Warrants in connection with the issuances of Series B Preferred Stock in March 2015, referenced in Note 3. These Series A Warrants were issued on March 27 and 31, 2015, are exercisable at $10.50 per share and expire on March 31, 2020. The Series A Warrants vest immediately. The Series A Warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the Condensed Consolidated Balance Sheet. In connection with the issuances of the Series B Preferred Stock on March 27 and 31, 2015, the Company issued placement agent warrants to purchase an aggregate of 20,668 shares of common stock. These placement agent warrants had the same terms as the Series A Warrants and were issued on March 27, 2015, are exercisable at $10.50 per share and expire on March 31, 2020. These placement agent warrants vest immediately. The fair value of these warrants was determined to be $158,441, as calculated using the Black-Scholes model. Weighted-average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.41%; (2) an expected term of 5.0 years; (3) an expected volatility of 125% and (4) zero expected dividends. For the six months ended August 31, 2015, the Company issued an aggregate of 1,251 warrants to a consultant for services. These warrants were issued on May 31, 2015 and expire on May 31, 2020. 556 of such warrants are exercisable at $15.00 per share and 695 of such warrants are exercisable at $18.75 per share. These warrants vest immediately. The fair value of these warrants was determined to be $4,771, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.49%; (2) an expected term of 5.0 years; (3) an expected volatility of 124 %; and (4) zero expected dividends. For the six months ended August 31, 2015, the Company recognized $4,771 of stock-based compensation for these warrants. For the three and six months ended August 31, 2015, the Company issued to a consultant for services a five-year warrant to purchase 9,134 shares of common stock at an exercise price of $8.25 per share. This warrant vests immediately. The fair value of this warrant was determined to be $26,945, as calculated using the Black-Scholes model. Average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.54%; (2) an expected term of 5.0 years; (3) an expected volatility of 128 %; and (4) zero expected dividends. For the three and six months ended August 31, 2015, the Company recognized $26,945 of stock-based compensation for this warrant. For the six months ended August 31, 2015, 1,668 common stock purchase warrants with an exercise price of $31.50 and 5,001 common stock purchase warrants with an exercise price of $22.50 were repurchased and cancelled as part of a settlement of a dispute with two affiliated security holders (see Note 3). For the six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 9,092 shares of common stock in connection with the issuance of the OID Notes pursuant to the March 2016 OID Note Purchase Agreements dated between March 3 and 15, 2016, referenced in Note 6. These warrants were initially exercisable at $8.25 per share and expire between March 3 and 15, 2021. These warrants vested immediately. These warrants contained an anti-dilution price protection provision, which required the warrants to be recorded as derivative warrant liability. Such clause will lapse upon completion of a Qualified Offering, as defined in the warrant agreement. These warrants were recorded as a debt discount based on their fair value. For the six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 60,000 shares of common stock to investors and placement agents in connection with the issuance of common stock pursuant to the 2016 Unit Private Placement referenced in Note 3. These warrants are exercisable at $3.00 per share and expire on May 26, 2021. These warrants vested immediately. These warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the Condensed Consolidated Balance Sheet. For the three and six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 88,500 shares of common stock in connection with the issuance of common stock pursuant to the 2016 Unit Private Placement referenced in Note 3. These warrants are exercisable at $3.00 per share and expire on June 7, 2021. These warrants vested immediately. These warrants do not contain any provision that would require liability treatment, therefore they were classified as equity in the Condensed Consolidated Balance Sheet. For the three and six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 27,326 shares of common stock in connection with the MFN Exchange referenced in Note 3. These warrants are exercisable at $3.00 per share and expire on June 7, 2021. These warrants vested immediately. Additionally, in connection with the MFN Exchange, the Company cancelled warrants to purchase an aggregate of 9,000 shares of common stock. These warrants were originally issued in connection with the Series B Private Placement and were exercisable at $10.50 per share. For the three and six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 45,459 shares of common stock in connection with the OID Note Amendments referenced in Note 6. These warrants are exercisable at $2.00 per share and expire between August 11, 2021 and August 18, 20121. These warrants vested immediately. The fair value of these warrants was determined to be $44,096, as calculated using the Black-Scholes model and were recorded as a debt discount based on their fair value. For the three and six months ended August 31, 2016, the Company issued warrants to purchase an aggregate of 21,875 shares of common stock in connection with the issuance of common stock pursuant to the Additional Unit Private Placement referenced in Note 3. These warrants are exercisable at $3.00 per share and expire on August 30, 2021. These warrants vested immediately. As discussed in Note 3, due to the Price Protection Provision, these warrants are being classified as a derivative liability and measured at fair value. In connection with the Additional Unit Private Placement, the Company issued placement agent warrants to purchase an aggregate of 438 shares of common stock. These placement agent warrants were issued on August 31, 2016, are exercisable at $3.00 per share and expire on August 30, 2021. These placement agent warrants vest immediately. The fair value of these warrants was determined to be approximately $400, as calculated using the Black-Scholes model. Weighted-average assumptions used in the Black-Scholes model included: (1) a discount rate of 1.18 %; (2) an expected term of 5.0 years; (3) an expected volatility of 102% and (4) zero expected dividends. The following table summarizes common stock purchase warrants issued and outstanding: Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 29, 2016 913,514 $ 14.56 $ - 3.14 Granted 252,690 2.78 - - Cancelled 23,672 17.00 - - Outstanding at August 31, 2016 1,142,532 $ 11.23 $ - 3.15 Warrants exercisable at August 31, 2016 are: Exercise Prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 2.00 134,554 2.78 134,554 $ 2.20 43,636 4.45 43,636 $ 3.00 198,139 1.43 198,139 $ 8.25 39,468 3.68 39,468 $ 10.20 14,668 0.21 14,668 $ 10.50 335,005 3.59 335,005 $ 13.65 99,826 0.42 99,826 $ 15.00 556 3.75 556 $ 18.75 695 3.75 695 $ 21.00 23,334 0.49 23,334 $ 22.50 219,754 1.80 219,754 $ 31.50 29,830 1.62 29,830 $ 37.50 1,733 1.37 1,733 $ 45.00 1,334 0.42 1,334 1,142,532 3.15 1,142,532 |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended |
Aug. 31, 2016 | |
Note Payable | |
NOTE PAYABLE | Promissory Note and Promissory Note Amendment The Company entered into a note purchase agreement effective July 31, 2015 (the Note Purchase Agreement) with one its existing institutional investors (the Note Holder). Pursuant to the Note Purchase Agreement, the Company issued and sold a non-convertible promissory note in the principal amount of $1.2 million (the Promissory Note) and a warrant (the Note Warrant) to purchase 43,636 shares of the Companys common stock in a private placement (the Note Private Placement). The Promissory Note matured on July 31, 2016, accrued interest at a rate of eight percent (8%) per annum and may be prepaid by the Company at any time prior to the maturity date without penalty or premium. The Note Holder has the right at its option to exchange (the Note Voluntary Exchange) the outstanding principal balance of the Promissory Note plus the Conversion Interest Amount (as defined below) into such number of securities to be issued in a Public Offering (as defined below). Upon effectuating such Note Voluntary Exchange, the Note Holder shall be deemed to be a purchaser in the Public Offering. Public Offering means a registered offering of equity or equity-linked securities resulting in gross proceeds of at least $5.0 million to the Company; and Conversion Interest Amount means interest payable in an amount equal to all accrued but unpaid interest assuming the Promissory Note had been held from the issuance date to the maturity date. In the event the Company completes a Public Offering and the Note Holder elected not to effectuate the Note Voluntary Exchange, then the Company shall promptly repay the outstanding principal amount of the Promissory Note plus all accrued and unpaid interest following completion of the Public Offering. The Note Warrant contains an adjustment clause affecting its exercise price, which may be reduced if the Company issues shares of common stock or convertible securities at a price below the then-current exercise price of the Note Warrant. As a result, we determined that the Note Warrant was not indexed to the Companys common stock and therefore should be recorded as a derivative liability. The detachable Note Warrant issued in connection with the Promissory Note was recorded as a debt discount based on its fair value (see Note 7 for fair value measurement). The adjustment clause lapses upon listing of the Companys common stock on a national stock exchange such as the NASDAQ, New York Stock Exchange or NYSE MKT. The Company evaluated the Note Voluntary Exchange provision, which provides for settlement of the Promissory Note at an 8% premium to the Promissory Notes stated principal amount, in accordance with ASC 815-15-25. The Voluntary Exchange provision is a contingent put that is not clearly and closely related to the debt host instrument and therefore was initially bifurcated and measured at fair value and recorded as a derivative liability in the consolidated balance sheet. The derivative liability will be measured at fair value on an ongoing basis, with changes in fair value recognized in the statement of operations. The proceeds of the Note Private Placement were first allocated to the fair value of the Note Warrant in the amount of $150,544 and to the fair value of the Note Voluntary Exchange provision in the amount of $227,740, with the difference of $821,716 representing the initial carrying value of the Promissory Note. Further, approximately $105,000 of debt issuance cost was recorded as additional debt discount at issuance. On February 12, 2016, the Company entered into an amendment (the Note Amendment) with the Note Holder, whereby the Company and the Note Holder agreed to extend the maturity date of the Promissory Note from July 31, 2016 to December 31, 2016 and increase the interest rate commencing August 1, 2016 to 12% per annum. The Company also obtained the Note Holders consent to the consummation of the OID Note Private Placement (as defined below), as required under the Promissory Note. Additionally, pursuant to the Note Amendment, the Note Voluntary Exchange was modified to effect a voluntary exchange of $600,000 principal amount (Initial Exchange Principal Amount) of the Promissory Note plus the Initial Conversion Interest Amount into a Qualified Offering (as defined below) or Public Offering. Initial Conversion Interest Amount shall mean interest payable in an amount equal to all accrued but unpaid interest assuming the Initial Exchange Principal Amount has been held from the issuance date to the original maturity date of July 31, 2016 (for the avoidance of doubt, such amount that is calculated using the following formula: (a) 8% multiplied by the Initial Exchange Principal Amount ($600,000), multiplied by (b) the actual number of days elapsed in a year of three hundred and sixty-five (365) days, which amount shall equal $48,000 in the aggregate). Qualified Offering means one or a series of offerings of equity or equity-linked securities resulting in aggregate gross proceeds of at least $2,000,000 to the Company. Further, under the modified Note Voluntary Exchange, the Note Holder shall have the right to effect a voluntary exchange with respect to the remaining $600,000 principal amount (the Remaining Principal Amount) plus the Remaining Conversion Interest Amount into a Qualified Offering or Public Offering. Remaining Conversion Interest Amount shall mean interest payable in an amount equal to the sum of (A) all accrued but unpaid interest on such portion of the Remaining Principal Amount subject to such Voluntary Exchange assuming such portion of the Remaining Principal Amount had been held from the original maturity date of July 31, 2016 to the amended maturity date of December 31, 2016 (for the avoidance of doubt, such amount that is calculated using the following formula: (a) 12% multiplied by such portion of the Remaining Principal Amount subject to such Voluntary Exchange, multiplied by (b) the actual number of days elapsed in a year of three hundred and sixty-five (365) days, which amount shall equal $30,000 in the aggregate assuming the aggregate Remaining Principal Amount of $600,000 is used in such calculation), plus (B) all accrued but unpaid interest assuming such portion of the Remaining Principal Amount had been held from the issuance date to the original maturity date of July 31, 2016 (for the avoidance of doubt, such amount that is calculated using the following formula: (a) 8% multiplied by such portion of the Remaining Principal Amount, multiplied by (b) the actual number of days elapsed in a year of three hundred and sixty-five (365) days, which amount shall equal $48,000 in the aggregate assuming the aggregate Remaining Principal Amount of $600,000 is used in such calculation). In consideration for entering into the Note Amendment, the Company issued the Note Holder a warrant to purchase 43,636 shares of the Companys common stock (the Amendment Warrant) in substantially the same form as the Note Warrant issued in the Note Private Placement, provided, however, that with respect to the full-ratchet anti-dilution price protection adjustments for future issuances of other Company equity or equity-linked securities (subject to certain standard carve-outs), such price protection adjustment shall be equal to 110% of the consideration price per share of the issued equity or equity-linked securities. The Company evaluated the Note Amendment transaction in accordance with ASC 470-50-40-12 and determined the Note Amendment did not constitute a substantive modification of the Promissory Note and that the transaction should be accounted for as a debt modification. The Company evaluated the Note Voluntary Exchange provision, which provides for settlement of the Promissory Note at an 8% premium to the Promissory Notes stated principal amount, in accordance with ASC 815-15-25. The Note Voluntary Exchange provision is a contingent put that is not clearly and closely related to the debt host instrument and therefore was initially separately measured at fair value and will be measured at fair value on an ongoing basis, with changes in fair value recognized in the statement of operations. The Amendment Warrant contains an adjustment clause affecting its exercise price, which may be reduced if the Company issues shares of common stock or convertible securities at a price below the then-current exercise price of the Amendment Warrant. As a result, the Company determined that the Amendment Warrant was not indexed to the Companys common stock and therefore should be recorded as a derivative liability. The fair value of the detachable Amendment Warrant issued in connection with the Note Amendment was recorded as a debt discount. The adjustment clause lapses upon the Company completing a Qualified Offering. Accordingly, the Company recorded a debt discount related to the warrant liability of approximately $85,000 and a debt discount related to the Voluntary Exchange of approximately $104,000. During the three months ended August 31, 2016, the Company recognized $153,174 of interest expense related to the Promissory Note, as amended, including amortization of debt discount of $125,174 and accrued interest expense of $28,000. Additionally, the Company recognized a gain of $294,114 in the three months ended August 31, 2016 due to the change in estimated fair value of the Voluntary Exchange provision. During the six months ended August 31, 2016, the Company recognized $291,177 of interest expense related to the Promissory Note, as amended, including amortization of debt discount of $239,177 and accrued interest expense of $52,000. Additionally, the Company recognized a gain of $265,438 in the six months ended August 31, 2016 due to the change in estimated fair value of the Voluntary Exchange provision. OID Notes In February 2016, the Company entered into an OID note purchase agreement dated February 12, 2016 (the February 2016 OID Note Purchase Agreement) in a private placement (the OID Note Private Placement) with various accredited investors (the OID Note Holders). Pursuant to the OID Note Purchase Agreement, the Company may issue and sell non-convertible OID promissory notes (the OID Notes) up to an aggregate purchase price of $1,000,000 (the Purchase Price) and warrants (the OID Warrants) to purchase 7,273 shares of the Companys common stock for every $100,000 of Purchase Price. The OID Notes shall have an initial principal balance equal to 120% of the Purchase Price (the OID Principal Amount). Pursuant to the February 2016 OID Note Purchase Agreement, the Company received an aggregate Purchase Price of $500,000 and issued OID Notes in the aggregate OID Principal Amount of $600,000 and OID Warrants to purchase an aggregate of 36,367 shares of the Companys common stock. During the six months ended August 31, 2016, the Company entered into OID note purchase agreements between March 4 and 15, 2016 (the March 2016 OID Note Purchase Agreements) with various accredited investors. Pursuant to the March 2016 OID Note Purchase Agreements, the Company issued OID Notes with an aggregate Purchase Price of $125,000 and OID Warrants to purchase 9,902 shares of the Companys common stock. The OID Notes issued in March 2016 have an OID Principal Amount equal to $150,000 or 120% of the Purchase Price. The OID Notes mature six (6) months following the issuance date of each OID Note and may be prepaid by the Company at any time prior to the maturity date without penalty or premium. In the event the OID Notes are prepaid in full on or before the date that is ninety (90) days following the issuance date of each OID Note, the prepayment amount shall be equal to 110% of the Purchase Price and in the event the OID Notes are prepaid following such initial ninety (90) day period, the prepayment amount shall be equal to the OID Principal Balance (the Optional Redemption). The Company determined the Optional Redemption feature represents a contingent call option. The Company evaluated the Optional Redemption provision in accordance with ASC 815-15-25. The Company determined that the Optional Redemption feature is clearly and closely related to the debt host instrument and is not an embedded derivative requiring bifurcation. Each OID Note Holder has the right at its option to act as a purchaser in a Qualified Offering and, in lieu of investing new cash subscriptions, mechanically effect a voluntary exchange (the OID Note Voluntary Exchange) of the OID Principal Amount of the OID Notes into such number of securities to be issued in a Qualified Offering. Upon effectuating such OID Voluntary Exchange, the OID Note Holders shall be deemed to be purchasers in the Qualified Offering. The Company evaluated the OID Note Voluntary Exchange provision, which provides for settlement of the OID Notes at the OID Principal Amount in accordance with ASC 815-15-25. The Company determined the OID Note Voluntary Exchange provision is a contingent put that is not clearly and closely related to the debt host instrument and therefore was initially separately measured at fair value and will be measured at fair value on an ongoing basis, with changes in fair value recognized in the statement of operations. The OID Warrants contain an adjustment clause affecting their exercise price, which may be reduced if the Company issues shares of common stock or convertible securities at a price below the then-current exercise price of the OID Warrants. As a result, we determined that the OID Warrants were not indexed to the Companys common stock and therefore should be recorded as a derivative liability. The detachable OID Warrants issued in connection with the OID Notes were recorded as a debt discount based on their fair value (see Note 7 for fair value measurement). The adjustment clause lapses upon the Company completing the Qualified Offering. Pursuant to the March 2016 closings of the OID Note Private Placement, the OID Principal Amount was first allocated to the fair value of the OID Warrants in the amount of $15,225, next to the value of the original issuance discount in the amount of $25,000, then to the fair value of the OID Note Voluntary Exchange provision in the amount of $32,497, and lastly to the debt discount related to offering costs of $2,210 with the difference of $75,069 representing the initial carrying value of the OID Notes issued in March 2016. Between August 12, 2016 and August 19, 2016, the Company entered into certain amendments (the OID Note Amendments), to its outstanding non-convertible OID Notes originally issued between February 12, 2016 and March 15, 2016 (the OID Notes), with the holders of an aggregate of $750,000 principal amount of OID Notes, whereby the holders of the OID Notes extended the maturity date of the OID Notes an additional three (3) months to between November 12, 2016 and December 15, 2016. In consideration for entering into the Note Amendments, the Company (i) increased the principal amount of the OID Notes by 10% to $825,000 in the aggregate from $750,000 in the aggregate, (ii) issued an aggregate of 45,459 common stock purchase warrants with an exercise price of $2.00 per share and a term of five years, and (iii) modified the voluntary exchange provision of the OID Notes by reducing the Qualified Offering threshold amount to $500,000 from $2,000,000. Additionally, the Company will have the sole option to extend the maturity date of the OID Notes an additional three (3) months in consideration for a further 10% increase in the principal amount from $825,000 to $907,500. The Company evaluated the OID Note Amendments transactions in accordance with ASC 470-50-40-12 and determined the OID Note Amendments did not constitute a substantive modification of the OID Notes and that the transaction should be accounted for as a debt modification. During the three months ended August 31, 2016, the Company recognized $248,113 of interest expense related to the OID Notes, as amended, including amortization of debt discount. Additionally, the Company recognized a gain of $216,753 in the three months ended August 31, 2016 due to the change in estimated fair value of the OID Note Voluntary Exchange provision. During the six months ended August 31, 2016, the Company recognized $413,703 of interest expense related to the OID Notes, as amended, including amortization of debt discount. Additionally, the Company recognized a gain of $191,430 in the six months ended August 31, 2016 due to the change in estimated fair value of the OID Note Voluntary Exchange provision. The following table summarizes the notes payable: Note Payable Discount Voluntary Exchange Feature Note Payable, Net February 29, 2016 balance $ 1,800,000 $ (743,282 ) $ 476,402 $ 1,533,120 Issuance of Notes 150,000 (74,931 ) 32,496 107,565 Additional debt discount upon Note amendments 75,000 (224,681 ) 105,586 (44,095 ) Amortization of debt discount - 652,879 - 652,879 Change in fair value of voluntary exchange feature - - (456,868 ) (456,868 ) August 31, 2016 balance $ 2,025,000 $ (390,015 ) $ 157,616 $ 1,792,601 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Aug. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | In accordance with ASC 820, Fair Value Measurements, financial instruments were measured at fair value using a three-level hierarchy which maximizes use of observable inputs and minimizes use of unobservable inputs: ● Level 1: Observable inputs such as quoted prices in active markets for identical instruments ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the market ● Level 3: Significant unobservable inputs supported by little or no market activity. Financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, for which determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. At August 31, 2016 and February 29, 2016, the warrant liability and put exchange feature liability balances were classified as Level 3 instruments. Derivative Warrant Liability The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: Note Payable Warrants Series B Warrants Additional Unit Private Placement Warrants Total Fair value at February 29, 2016 $ 188,351 $ 46,110 $ - $ 234,461 Additions 15,225 - 38,834 54,059 Change in fair value: (49,874 ) (11,875 ) - (61,749 ) Fair value at August 31, 2016 $ 153,702 $ 34,235 $ 38,834 $ 226,771 The Series B Warrants contain an adjustment clause affecting the exercise price of the Series B warrants, which may be reduced if the Company issues shares of common stock or convertible securities at a price below the then-current exercise price of the Series B warrants. As a result, we determined that the Series B warrants were not indexed to the Companys common stock and therefore should be recorded as a derivative liability. The Series B Warrants were measured at fair value on the issuance date using a Monte Carlo simulation and will be re-measured to fair value at each balance sheet date, and any resultant changes in fair value will be recorded in earnings. The Monte Carlo simulation as of August 31, 2016 and February 29, 2016 used the following assumptions: (1) a stock price of $1.40 and $1.80, respectively; (2) a risk free rate of 0.99% and 1.08%, respectively; (3) an expected volatility of 134% and 134%, respectively; and (4) a fundraising event to occur on October 31, 2016 and May 15, 2016, respectively, that would result in the issuance of additional common stock. In connection with the issuance of the Promissory Note on July 31, 2015, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock. The warrant was issued on July 31, 2015, was originally exercisable at $8.25 per share and expires on July 31, 2020. The warrant contains a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of this warrant was adjusted to $2.00 during the six months ended August 31, 2016. The fair value of the warrant at August 31, 2016 and February 29, 2016 was determined to be $50,228 and $64,438, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2016 and February 29, 2016 used the following assumptions: (1) stock price of $1.40 and $1.80, respectively; (2) a risk free rate of 1.04% and 1.13%, respectively; (3) an expected volatility of 134% and 134%, respectively; and (4) a fundraising event to occur on October 31, 2016 and May 15, 2016, respectively, that would result in the issuance of additional common stock. In connection with the execution of the Note Amendment on February 12, 2016, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock. The warrant was issued on February 12, 2016, initially exercisable at $8.25 per share and expires on February 11, 2021. The warrant contains a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of this warrant was adjusted to $2.20 during the six months ended August 31, 2016. The fair value of the warrant at August 31, 2016 and February 29, 2016 was determined to be $50,877 and $68,292, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2016 and February 29, 2016 used the following assumptions: (1) stock price of $1.40 and $1.80, respectively; (2) a risk free rate of 1.12% and 1.20%, respectively; (3) an expected volatility of 134% and 134%, respectively; and (4) a fundraising event to occur on October 31, 2016 and May 15, 2016, respectively, that would result in the issuance of additional common stock. In connection with the issuance of OID Notes in February 2016, the Company issued warrants to purchase an aggregate of 36,367 shares of common stock. These warrants were issued between February 12 and 22, 2016, were initially exercisable at $8.25 per share and expire between February 11 and 21, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of these warrants were adjusted to $2.00 during the six months ended August 31, 2016. The fair value of these warrants at August 31, 2016 and February 29, 2016 was determined to be $42,316 and $55,621, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2016 and February 29, 2016 used the following weighted-average assumptions: (1) stock price of $1.40 and $1.80, respectively; (2) a risk free rate of 1.12% and 1.21%, respectively; (3) an expected volatility of 134% and 134%, respectively; and (4) a fundraising event to occur on October 31, 2016 and May 15, 2016, respectively, that would result in the issuance of additional common stock. In connection with the issuance of OID Notes in March 2016, the Company issued warrants to purchase an aggregate of 9,092 shares of common stock. These warrants were issued between March 4 and 15, 2016, were initially exercisable at $8.25 per share and expire between March 4 and 15, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment and the exercise price of these warrants were adjusted to $2.00 during the six months ended August 31, 2016. The fair value of these warrants at August 31, 2016 and at issuance between March 4 and 15, 2016 was determined to be $10,281 and $15,225, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2016, and between March 4 and 15, 2016, used the following weighted-average assumptions: (1) stock price of $1.40 and $1.97, respectively; (2) a risk free rate of 1.12% and 1.41%, respectively; (3) an expected volatility of 134% and 136%, respectively; and (4) a fundraising event to occur on October 31, 2016 and July 31, 2016, respectively, that would result in the issuance of additional common stock. In connection with the Additional Unit Private Placement, the Company issued warrants to purchase an aggregate of 21,875 shares of common stock. These warrants were issued on August 31, 2016, are exercisable at $3.00 per share and expire on August 30, 2021. As described in Note 3, the Price Protection provision associated with these warrants requires liability treatment. The fair value of these warrants at August 31, 2016 was determined to be $38,834 as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2016 used the following weighted-average assumptions: (1) stock price of $1.40; (2) a risk free rate of 1.22%; (3) an expected volatility of 134%; and (4) a fundraising event to occur on January 31, 2017, that would result in the issuance of additional common stock. Put Exchange Feature Liability The following table sets forth the changes in the estimated fair value for our Level 3 classified put exchange feature liabilities: Promissory Note, as amended OID Notes Total Fair value, February 29, 2016: $ 339,979 $ 136,423 $ 476,402 Additions - 138,082 138,082 Change in fair value: (265,438 ) (191,430 ) (456,868 ) Fair value, August 31, 2016: $ 74,541 $ 83,075 $ 157,616 The Promissory Note issued on July 31, 2015, as amended on February 12, 2016, contains a Note Voluntary Exchange provision that is a contingent put that requires liability treatment (see Note 6). The fair value of this put exchange feature at February 29, 2016 and August 31, 2016 was determined to be $339,979 and $74,541, respectively. The fair value was calculated using a probability weighted present value methodology. The significant inputs to the fair value model were 1) the timing of a Qualified Offering expected to occur in May 2016 at February 29, 2016 and October 31, 2016 at August 31, 2016; 2) the combined probability of both a Qualified Offering and a voluntary exchange to occur, which was determined to be 71% at both February 29 and August 31, 2016 and 3) a discount rate of 18%, approximating high yield distressed debt rates, used for all measurement dates. The OID Notes issued contain an OID Note Voluntary Exchange provision that is a contingent put that requires liability treatment (see Note 6). The fair value of this put exchange feature at February 29, 2016 and August 31, 2016 was determined to be $136,423 and $83,075, respectively, as calculated using a probability weighted present value methodology. The significant inputs to the fair value model at all measurement dates were 1) the timing of a Qualified Offering expected to occur in May 2016 at February 29, 2016 and October 31, 2016 at August 31, 2016; 2) the combined probability of both a Qualified Offering and a voluntary exchange to occur, which was determined to be 81% at February 29, 2016 and 85% at August 31, 2016; and 3) a discount rate of 18%, approximating high yield distressed debt rates, used for all measurement dates. |
EQUIPMENT
EQUIPMENT | 6 Months Ended |
Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | Equipment consists of the following: Estimated Useful Lives August 31, 2016 February 29, 2016 Research equipment 7 years $ 590,373 $ 590,373 Computer equipment 5 years 76,075 76,075 666,448 666,448 Accumulated depreciation and amortization (216,928 ) (169,396 ) Equipment, net $ 449,520 $ 497,052 Depreciation and amortization expense was $23,766 and $23,812 for the three months ended August 31, 2016 and 2015, respectively. Depreciation of equipment utilized in research and development activities is included in research and development expenses and amounted to $20,126 and $20,126 for the three months ended August 31, 2016 and 2015, respectively. All other depreciation is included in general and administrative expense and amounted to $3,640 and $3,686 for the three months ended August 31, 2016 and 2015, respectively. Depreciation and amortization expense was $47,532 and $48,657 for the six months ended August 31, 2016 and 2015, respectively. Depreciation of equipment utilized in research and development activities is included in research and development expenses and amounted to approximately $40,252 and $41,286 for the six months ended August 31, 2016 and 2015, respectively. All other depreciation is included in general and administrative expense and amounted to approximately $7,280 and $7,371 for the six months ended August 31, 2016 and 2015, respectively. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Aug. 31, 2016 | |
Research and Development [Abstract] | |
COMMITMENTS | Lease Agreements On August 28, 2014, we entered into a lease agreement (the Boston Lease) for our diagnostic laboratory and office space located in Boston, MA. The term of the Boston Lease is for two years, from September 1, 2014 through August 31, 2016, and the basic rent payable thereunder is $10,280 per month for the first year and $10,588 per month for the second year. Additional monthly payments under the Boston Lease shall include tax payments and operational and service costs. Additionally, we paid a $40,000 security deposit in connection with entering into the Boston Lease. Effective April 6, 2016, we entered into an amendment to the Boston Lease (the Boston Lease Amendment) whereby we extended the term by one year from September 1, 2016 to August 31, 2017. The basic rent payable under the Boston Lease Amendment increased to $17,164 per month plus additional monthly payments including tax payments and operational and service costs. Effective March 1, 2015, we entered into a lease agreement for short-term office space in New York, NY. The term of the lease is month-to-month and may be terminated upon twenty-one (21) days notice. The basic rent payment is $1,400 per month and we paid a $2,100 security deposit in connection with entering into the lease. Effective December 1, 2015, we amended our lease agreement for the short-term office space in New York, NY. The term of the lease remains month-to-month and may still be terminated with twenty-one (21) days notice. The basic rent payment increased to $2,400 per month and we paid an additional $1,500 security deposit in connection with the amended lease. |
LICENSE AGREEMENT WITH ASET THE
LICENSE AGREEMENT WITH ASET THERAPEUTICS, LLC | 6 Months Ended |
Aug. 31, 2016 | |
License Agreement With Aset Therapeutics Llc | |
LICENSE AGREEMENT WITH ASET THERAPEUTICS, LLC | Effective August 31, 2016, the Company and ASET Therapeutics, LLC (ASET) entered into a mutual release of claims with respect to the termination of the Memorandum of Understanding dated July 14, 2014, as amended, the License and Development and Commercialization Agreement dated November 25, 2014 and all other related documents and agreements. The Company assessed the collectability of its notes receivable in connection with two past due promissory notes of ASET in the aggregate principal amount of $125,000 held by the Company (the ASET Notes). The Company determined that the probability of repayment of the ASET Notes had decreased significantly and were to be written off. On August 30, 2016, the Company entered into a sale and assignment agreement with a non-affiliated shareholder, whereby the Company sold the ASET Notes for gross proceeds of $12,500. The Company recorded a loss on sale of notes receivable of $112,500 for the three and six months ended August 31, 2016. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
NET LOSS PER SHARE | Basic net loss per common share is computed based on the weighted average number of common shares outstanding during the period. Restricted shares issued with vesting condition that have not been met at the end of the period are excluded from the computation of the weighted average shares. As of August 31, 2016 and 2015, 10,417 and 31,188 restricted shares of common stock, respectively, were excluded from the computation of the weighted average shares. Diluted net loss per common share is calculated giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares generally consist of incremental shares issuable upon exercise of stock options and warrants, shares issuable from convertible securities, and unvested restricted shares. When dilutive, warrants classified as liabilities are included in the potential common shares and any change in fair value of the warrant for the period presented is excluded from the net loss. For the periods ended August 31, 2016 and 2015, the liability warrants were not dilutive. In computing diluted loss per share for the periods ended August 31, 2016 and 2015, no effect has been given to the common shares issuable at the end of the period upon the conversion or exercise of the following securities as their inclusion would have been anti-dilutive: August 31, 2016 August 31, 2015 Stock options 1,263,309 371,476 Warrants 1,142,532 847,932 Preferred stock 1,888,552 480,472 Total 4,293,552 1,699,880 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Aug. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Additional Closings of the Additional Unit Private Placement Subsequent to August 31, 2016, the Company completed additional closings of the Additional Unit Private Placement (as defined in Note 3), whereby the Company issued an aggregate of 135 units for 192,000 shares of common stock, 48,300 shares of its Series A-2 Convertible Preferred Stock (the Series A-2 Preferred), convertible into 483,000 shares of common stock, and five-year common stock purchase warrants to purchase 337,500 shares of common stock with an exercise price of $3.00 per share for aggregate gross proceeds of $1.35 million and net proceeds of approximately $1.23 million. The Company may issue shares of Series A-2 Preferred in lieu of issuing shares of common stock in the Additional Unit Private PLacement for the benefit of certain purchasers that would be deemed to have beneficial ownership in excess of 4.99% or 9.99%. Additionally, the company will issue an aggregate of 54,000 placement agent warrants in substantially the same form as the warrants issued to the investors in the Additional Unit Private Placement. Research Collaboration On September 29, 2016, the Company and Celgene Corporation (Celgene) entered into an amendment (the Amendment) to a previously executed pilot materials transfer agreement (the Research Agreement), to conduct a mutually agreed upon pilot research project (the Pilot Project). The Amendment provides for milestone payments to the Company of up to $973,482. Under the terms of the Research Agreement, Celgene will provide certain proprietary materials to the Company and the Company will evaluate Celgenes proprietary materials in the Companys metastatic cell line and animal nonclinical models. The milestone schedule calls for Celgene to pay the Company $486,741 upon execution of the Amendment, which the Company has received, and the balance in accordance with the completion of three (3) milestones to Celgenes reasonable satisfaction. The term of the Research Agreement is one (1) year, unless extended by the parties. Either party may terminate the Research Agreement with thirty (30) days prior written notice. |
DESCRIPTION OF BUSINESS AND G18
DESCRIPTION OF BUSINESS AND GOING CONCERN (Policies) | 6 Months Ended |
Aug. 31, 2016 | |
Description Of Business And Going Concern Policies | |
Basis of Presentation | The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MetaStat Biomedical, Inc., a Delaware corporation and all significant intercompany balances have been eliminated by consolidation. These interim unaudited financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) in the United States and should be read in conjunction with the Companys audited consolidated financial statements and related footnotes for the year ended February 29, 2016 included in the Companys Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (SEC) on May 31, 2016. These unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Companys financial position as of August 31, 2016 and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. These interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. |
Going Concern | The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced net losses and negative cash flows from operations since its inception. The Company has sustained cumulative losses of approximately $25.5 million as of August 31, 2016, has a negative working capital and has not generated revenues or positive cash flows from operations. The continuation of the Company as a going concern is dependent upon continued financial support from its shareholders, the ability of the Company to obtain necessary equity and/or debt financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. The Company cannot make any assurances that additional financings will be available to it and, if available, completed on a timely basis, on acceptable terms or at all. If the Company is unable to complete a debt or equity offering, or otherwise obtain sufficient financing when and if needed, it would negatively impact its business and operations and could also lead to the reduction or suspension of the Companys operations and ultimately force the Company to cease operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Subsequent to August 31, 2016, the Company completed closings of the Additional Unit Private Placement (as defined in Note 3), whereby the Company issued an aggregate of 135 units for 192,000 shares of common stock, 48,300 shares of its Series A-2 Convertible Preferred Stock, convertible into 483,000 shares of common stock, and five-year common stock purchase warrants to purchase 337,500 shares of common stock with an exercise price of $3.00 per share for aggregate gross proceeds of $1.35 million and net proceeds of approximately $1.23 million. See Note 12 - Subsequent Events. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Aug. 31, 2016 | |
Stock Options Tables | |
Weighted average inputs to the Black-Scholes model used to value the stock options granted | August 31, 2016 August 31, 2015 Expected volatility 98.98 102.74 % 113.47 - 123.55 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 98.98 102.74 % 113.47 - 123.55 % Expected Term 5.47 years 6.07 years |
Common stock options issued and outstanding | The following table summarizes common stock options issued and outstanding: Options Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 29, 2016 426,976 $ 14.45 $ - 7.98 Granted 880,000 $ 2.02 - - Expired and forfeited (43,667 ) $ 9.66 - - Outstanding and expected to vest at August 31, 2016 1,263,309 $ 5.95 $ - 9.08 Exercisable at August 31, 2016 328,184 $ 12.39 $ - 7.61 |
Exercisable and unexercisable stock options | Exercisable Unexercisable Number of Options Exercise Price Weighted Average Remaining Life (years) Number of Options Exercise Price Weighted Average Remaining Life (years) 124,442 $ 2.00 9.85 655,558 $ 2.00 9.85 - $ 2.19 - 100,000 $ 2.19 9.74 8,375 $ 3.55 9.43 25,125 $ 3.55 9.43 1,068 $ 8.10 8.42 - $ 8.10 - 74,447 $ 8.25 5.72 105,554 $ 8.25 8.76 52,434 $ 10.20 5.35 - $ 10.20 - 3,334 $ 11.25 8.72 3,333 $ 11.25 8.72 4,445 $ 16.50 8.13 15,555 $ 16.50 8.13 14,735 $ 22.50 7.91 30,000 $ 22.50 7.30 44,904 $ 48.75 6.60 - $ 48.75 - 328,184 $ 12.39 7.61 935,125 $ 3.67 9.59 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Aug. 31, 2016 | |
Warrants Tables | |
Warrants issued and outstanding | Warrants Weighted average exercise price Aggregate intrinsic value Weighted average remaining contractual life (years) Outstanding at February 29, 2016 913,514 $ 14.56 $ - 3.14 Granted 252,690 2.78 - - Cancelled 23,672 17.00 - - Outstanding at August 31, 2016 1,142,532 $ 11.23 $ - 3.15 |
Warrants exercisable | Exercise Prices Number of shares Weighted average remaining life (years) Exercisable number of shares $ 2.00 134,554 2.78 134,554 $ 2.20 43,636 4.45 43,636 $ 3.00 198,139 1.43 198,139 $ 8.25 39,468 3.68 39,468 $ 10.20 14,668 0.21 14,668 $ 10.50 335,005 3.59 335,005 $ 13.65 99,826 0.42 99,826 $ 15.00 556 3.75 556 $ 18.75 695 3.75 695 $ 21.00 23,334 0.49 23,334 $ 22.50 219,754 1.80 219,754 $ 31.50 29,830 1.62 29,830 $ 37.50 1,733 1.37 1,733 $ 45.00 1,334 0.42 1,334 1,142,532 3.15 1,142,532 |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 6 Months Ended |
Aug. 31, 2016 | |
Note Payable Tables | |
Summary of notes payable | Note Payable Discount Voluntary Exchange Feature Note Payable, Net February 29, 2016 balance $ 1,800,000 $ (743,282 ) $ 476,402 $ 1,533,120 Issuance of Notes 150,000 (74,931 ) 32,496 107,565 Additional debt discount upon Note amendments 75,000 (224,681 ) 105,586 (44,095 ) Amortization of debt discount - 652,879 - 652,879 Change in fair value of voluntary exchange feature - - (456,868 ) (456,868 ) August 31, 2016 balance $ 2,025,000 $ (390,015 ) $ 157,616 $ 1,792,601 |
Fair value measurements | Note Payable Warrants Series B Warrants Additional Unit Private Placement Warrants Total Fair value at February 29, 2016 $ 188,351 $ 46,110 $ - $ 234,461 Additions 15,225 - 38,834 54,059 Change in fair value: (49,874 ) (11,875 ) - (61,749 ) Fair value at August 31, 2016 $ 153,702 $ 34,235 $ 38,834 $ 226,771 Promissory Note, as amended OID Notes Total Fair value, February 29, 2016: $ 339,979 $ 136,423 $ 476,402 Additions - 138,082 138,082 Change in fair value: (265,438 ) (191,430 ) (456,868 ) Fair value, August 31, 2016: $ 74,541 $ 83,075 $ 157,616 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Aug. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Changes in the estimated fair value for our Level 3 classified derivative warrant liability and put exchange feature liability | Note Payable Warrants Series B Warrants Additional Unit Private Placement Warrants Total Fair value at February 29, 2016 $ 188,351 $ 46,110 $ - $ 234,461 Additions 15,225 - 38,834 54,059 Change in fair value: (49,874 ) (11,875 ) - (61,749 ) Fair value at August 31, 2016 $ 153,702 $ 34,235 $ 38,834 $ 226,771 Promissory Note, as amended OID Notes Total Fair value, February 29, 2016: $ 339,979 $ 136,423 $ 476,402 Additions - 138,082 138,082 Change in fair value: (265,438 ) (191,430 ) (456,868 ) Fair value, August 31, 2016: $ 74,541 $ 83,075 $ 157,616 |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 6 Months Ended |
Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Estimated Useful Lives August 31, 2016 February 29, 2016 Research equipment 7 years $ 590,373 $ 590,373 Computer equipment 5 years 76,075 76,075 666,448 666,448 Accumulated depreciation and amortization (216,928 ) (169,396 ) Equipment, net $ 449,520 $ 497,052 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
Anti-dilutive securities | August 31, 2016 August 31, 2015 Stock options 1,263,309 371,476 Warrants 1,142,532 847,932 Preferred stock 1,888,552 480,472 Total 4,293,552 1,699,880 |
DESCRIPTION OF BUSINESS AND G25
DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | |
Aug. 31, 2016 | Feb. 29, 2016 | |
Description Of Business And Going Concern Policies | ||
Date of incorporation | Mar. 28, 2007 | |
State of incorporation | Nevada | |
Going Concern | ||
Accumulated deficit | $ (25,476,618) | $ (23,377,328) |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Aug. 31, 2016 | Feb. 29, 2016 |
Par value of shares | $ .0001 | $ 0.0001 |
Authorized shares of common stock | 150,000,000 | 150,000,000 |
Dividend payable | $ 48,317 | |
Series B Preferred Stock [Member] | ||
Authorized shares of preferred stock | 1,000 | 1,000 |
Stated value per share | $ 0.0001 | $ 0.0001 |
Liquidation preference | $ 3,700,000 | |
Series A Preferred Stock [Member] | ||
Authorized shares of preferred stock | 1,000,000 | 1,000,000 |
Stated value per share | $ .0001 | $ 0.0001 |
EQUITY ISSUANCES (Details Narra
EQUITY ISSUANCES (Details Narrative) - shares | 6 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Equity [Abstract] | ||
Common stock issued for services | 25,000 | 28,001 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Option [Member] | 6 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Expected volatility, minimum | 98.98% | 113.47% |
Expected volatility, maximum | 102.74% | 123.55% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 98.98% | 111.347% |
Risk-free interest rate, maximum | 102.74% | 123.55% |
Expected Term | 5 years 5 months 19 days | 6 years 25 days |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - Option [Member] | 6 Months Ended |
Aug. 31, 2016USD ($)$ / sharesshares | |
Options Outstanding | |
Outstanding at Beginning of Period | shares | 426,976 |
Granted | shares | 880,000 |
Exercised | shares | (43,667) |
Outstanding and expected to vest at End of Period | shares | 1,263,309 |
Options exercisable | shares | 328,184 |
Weighted Average Exercise Price | |
Outstanding at Beginning of Period | $ / shares | $ 14.45 |
Granted | $ / shares | 2.02 |
Exercised | $ / shares | 9.66 |
Outstanding and expected to vest at End of Period | $ / shares | 5.95 |
Exercisable at End of period | $ / shares | $ 12.39 |
Outstanding at Beginning of Period | $ | $ 0 |
Outstanding and expected to vest at End of Period | $ | 0 |
Exercisable at End of period | $ | $ 0 |
Weighted Average Remaining Contractual Term | |
Outstanding and expected to vest at Beginning of Period | 7 years 11 months 23 days |
Outstanding and expected to vest at End of Period | 9 years 29 days |
Exercisable at End of period | 7 years 7 months 10 days |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) - Option [Member] | 6 Months Ended |
Aug. 31, 2016$ / sharesshares | |
Options exercisable | shares | 328,184 |
Exercise Price | $ / shares | $ 12.39 |
Weighted Average Remaining Life (years) | 7 years 7 months 10 days |
Number of Options | shares | 935,125 |
Exercise Price | $ / shares | $ 3.67 |
Weighted Average Remaining Life (years) | 9 years 7 months 2 days |
Exercisable | Exercise Price 1 | |
Options exercisable | shares | 124,442 |
Exercise Price | $ / shares | $ 2 |
Weighted Average Remaining Life (years) | 9 years 10 months 6 days |
Exercisable | Exercise Price 2 | |
Options exercisable | shares | 0 |
Exercise Price | $ / shares | $ 2.19 |
Weighted Average Remaining Life (years) | 0 years |
Exercisable | Exercise Price 3 | |
Options exercisable | shares | 8,375 |
Exercise Price | $ / shares | $ 3.55 |
Weighted Average Remaining Life (years) | 9 years 5 months 5 days |
Exercisable | Exercise Price 4 | |
Options exercisable | shares | 1,068 |
Exercise Price | $ / shares | $ 8.1 |
Weighted Average Remaining Life (years) | 8 years 5 months 1 day |
Exercisable | Exercise Price 5 | |
Options exercisable | shares | 74,447 |
Exercise Price | $ / shares | $ 8.25 |
Weighted Average Remaining Life (years) | 5 years 8 months 19 days |
Exercisable | Exercise Price 6 | |
Options exercisable | shares | 52,434 |
Exercise Price | $ / shares | $ 10.2 |
Weighted Average Remaining Life (years) | 5 years 4 months 6 days |
Exercisable | Exercise Price 7 | |
Options exercisable | shares | 3,334 |
Exercise Price | $ / shares | $ 11.25 |
Weighted Average Remaining Life (years) | 8 years 8 months 19 days |
Exercisable | Exercise Price 8 | |
Options exercisable | shares | 4,445 |
Exercise Price | $ / shares | $ 16.5 |
Weighted Average Remaining Life (years) | 8 years 1 month 17 days |
Exercisable | Exercise Price 9 | |
Options exercisable | shares | 14,735 |
Exercise Price | $ / shares | $ 22.5 |
Weighted Average Remaining Life (years) | 7 years 10 months 28 days |
Exercisable | Exercise Price 10 | |
Options exercisable | shares | 44,904 |
Exercise Price | $ / shares | $ 48.75 |
Weighted Average Remaining Life (years) | 6 years 7 months 6 days |
Unexercisable | Exercise Price 1 | |
Number of Options | shares | 655,558 |
Exercise Price | $ / shares | $ 2 |
Weighted Average Remaining Life (years) | 9 years 10 months 6 days |
Unexercisable | Exercise Price 2 | |
Number of Options | shares | 100,000 |
Exercise Price | $ / shares | $ 2.19 |
Weighted Average Remaining Life (years) | 9 years 8 months 27 days |
Unexercisable | Exercise Price 3 | |
Number of Options | shares | 25,125 |
Exercise Price | $ / shares | $ 3.55 |
Weighted Average Remaining Life (years) | 9 years 5 months 5 days |
Unexercisable | Exercise Price 4 | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 8.1 |
Weighted Average Remaining Life (years) | 0 years |
Unexercisable | Exercise Price 5 | |
Number of Options | shares | 105,554 |
Exercise Price | $ / shares | $ 8.25 |
Weighted Average Remaining Life (years) | 8 years 9 months 4 days |
Unexercisable | Exercise Price 6 | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 10.2 |
Weighted Average Remaining Life (years) | 0 years |
Unexercisable | Exercise Price 7 | |
Number of Options | shares | 3,333 |
Exercise Price | $ / shares | $ 11.25 |
Weighted Average Remaining Life (years) | 8 years 8 months 19 days |
Unexercisable | Exercise Price 8 | |
Number of Options | shares | 15,555 |
Exercise Price | $ / shares | $ 16.5 |
Weighted Average Remaining Life (years) | 8 years 1 month 17 days |
Unexercisable | Exercise Price 9 | |
Number of Options | shares | 30,000 |
Exercise Price | $ / shares | $ 22.5 |
Weighted Average Remaining Life (years) | 7 years 3 months 18 days |
Unexercisable | Exercise Price 10 | |
Number of Options | shares | 0 |
Exercise Price | $ / shares | $ 48.75 |
Weighted Average Remaining Life (years) | 0 years |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Stock based compensation expense | $ 362,326 | $ 492,359 | ||
Option [Member] | ||||
Stock based compensation expense | $ 243,240 | $ 183,233 | 348,076 | 252,168 |
Unrecognized compensation expense, expected to vest | 611,000 | $ 611,000 | ||
Period for compensation expense recognition | 1 year 3 months 18 days | |||
General and Administrative Expense [Member] | ||||
Stock based compensation expense | 200,032 | 159,002 | $ 287,860 | 227,937 |
Research and Development Expense [Member] | ||||
Stock based compensation expense | $ 43,208 | $ 24,231 | $ 60,416 | $ 24,231 |
WARRANTS (Details)
WARRANTS (Details) - Stock Warrants [Member] | 6 Months Ended |
Aug. 31, 2016USD ($)$ / sharesshares | |
Warrants Outstanding | |
Outstanding at Beginning of Period | shares | 913,514 |
Granted | shares | 252,690 |
Cancelled | shares | 23,672 |
Outstanding at End of Period | shares | 1,142,532 |
Weighted Average Exercise Price | |
Outstanding at Beginning of Period | $ / shares | $ 14.56 |
Granted | $ / shares | 2.78 |
Cancelled | $ / shares | 17 |
Outstanding at End of Period | $ / shares | $ 11.23 |
Average Intrensic Value | |
Outstanding at Beginning of Period | $ | $ 0 |
Outstanding at End of Period | $ | $ 0 |
Weighted Average Remaining Contractual Term | |
Outstanding at Beginning of Period | 3 years 1 month 20 days |
Outstanding at End of Period | 3 years 1 month 24 days |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrants [Member] | 6 Months Ended |
Aug. 31, 2016$ / sharesshares | |
Number of shares | 1,142,532 |
Weighted average remaining life (years) | 3 years 1 month 24 days |
Exercisable number of shares | 1,142,532 |
Exercise Price 1 | |
Exercise prices | $ / shares | $ 2 |
Number of shares | 134,554 |
Weighted average remaining life (years) | 2 years 9 months 11 days |
Exercisable number of shares | 134,554 |
Exercise Price 2 | |
Exercise prices | $ / shares | $ 2.2 |
Number of shares | 43,636 |
Weighted average remaining life (years) | 4 years 5 months 12 days |
Exercisable number of shares | 43,636 |
Exercise Price 3 | |
Exercise prices | $ / shares | $ 3 |
Number of shares | 198,139 |
Weighted average remaining life (years) | 1 year 5 months 5 days |
Exercisable number of shares | 198,139 |
Exercise Price 4 | |
Exercise prices | $ / shares | $ 8.25 |
Number of shares | 39,468 |
Weighted average remaining life (years) | 3 years 8 months 5 days |
Exercisable number of shares | 39,468 |
Exercise Price 5 | |
Exercise prices | $ / shares | $ 10.2 |
Number of shares | 14,668 |
Weighted average remaining life (years) | 2 months 16 days |
Exercisable number of shares | 14,668 |
Exercise Price 6 | |
Exercise prices | $ / shares | $ 10.5 |
Number of shares | 335,005 |
Weighted average remaining life (years) | 3 years 7 months 2 days |
Exercisable number of shares | 335,005 |
Exercise Price 7 | |
Exercise prices | $ / shares | $ 13.65 |
Number of shares | 99,826 |
Weighted average remaining life (years) | 5 months 1 day |
Exercisable number of shares | 99,826 |
Exercise Price 8 | |
Exercise prices | $ / shares | $ 15 |
Number of shares | 556 |
Weighted average remaining life (years) | 3 years 9 months |
Exercisable number of shares | 556 |
Exercise Price 9 | |
Exercise prices | $ / shares | $ 18.75 |
Number of shares | 695 |
Weighted average remaining life (years) | 3 years 9 months |
Exercisable number of shares | 695 |
Exercise Price 10 | |
Exercise prices | $ / shares | $ 21 |
Number of shares | 23,334 |
Weighted average remaining life (years) | 5 months 26 days |
Exercisable number of shares | 23,334 |
Exercise Price 11 | |
Exercise prices | $ / shares | $ 22.5 |
Number of shares | 219,754 |
Weighted average remaining life (years) | 1 year 9 months 18 days |
Exercisable number of shares | 219,754 |
Exercise Price 12 | |
Exercise prices | $ / shares | $ 31.5 |
Number of shares | 29,830 |
Weighted average remaining life (years) | 1 year 7 months 13 days |
Exercisable number of shares | 29,830 |
Exercise Price 13 | |
Exercise prices | $ / shares | $ 37.5 |
Number of shares | 1,733 |
Weighted average remaining life (years) | 1 year 4 months 13 days |
Exercisable number of shares | 1,733 |
Exercise Price 14 | |
Exercise prices | $ / shares | $ 45 |
Number of shares | 1,334 |
Weighted average remaining life (years) | 5 months 1 day |
Exercisable number of shares | 1,334 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) | 6 Months Ended |
Aug. 31, 2016USD ($) | |
Note Payable | |
Note Payable, beginning of period | $ 1,800,000 |
Issuance of note | 150,000 |
Additional debt discount upon Note amendments | 75,000 |
Change in value | 0 |
Note payable, end of period | 2,025,000 |
Discount [Member] | |
Note Payable | |
Note Payable, beginning of period | (743,282) |
Issuance of note | (74,931) |
Additional debt discount upon Note amendments | (224,681) |
Amortization of debt discount | 652,879 |
Change in value | 0 |
Note payable, end of period | (390,015) |
Voluntary Exchange Feature [Member] | |
Note Payable | |
Note Payable, beginning of period | 476,402 |
Issuance of note | 32,496 |
Additional debt discount upon Note amendments | 105,586 |
Amortization of debt discount | 0 |
Change in value | (456,868) |
Note payable, end of period | 157,616 |
NotePayable Net [Member] | |
Note Payable | |
Note Payable, beginning of period | 1,533,120 |
Issuance of note | 107,565 |
Additional debt discount upon Note amendments | (44,095) |
Amortization of debt discount | 652,879 |
Change in value | (456,868) |
Note payable, end of period | $ 1,792,601 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Aug. 31, 2016 | Aug. 31, 2016 | |
OID Note | ||
Note interest expense | $ 248,113 | $ 413,703 |
Promissory Note | ||
Note interest expense | 153,174 | 291,117 |
Amortization of debt discount | $ 125,174 | $ 239,177 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 6 Months Ended |
Aug. 31, 2016USD ($) | |
Warrants [Member] | Series B Preferred Stock [Member] | |
Fair value of Level 3 derivative warrant liability, beginning of period | $ 46,110 |
Additions | 0 |
Change in fair value: | (11,875) |
Fair value at end of period | 34,235 |
Additional Unit Private Placement Warrants | |
Fair value of Level 3 derivative warrant liability, beginning of period | 0 |
Additions | 38,834 |
Change in fair value: | 0 |
Fair value at end of period | 38,834 |
Promissory Note | |
Fair value of Level 3 derivative warrant liability, beginning of period | 339,979 |
Additions | 0 |
Change in fair value: | (265,438) |
Fair value at end of period | 74,541 |
OID Note | |
Fair value of Level 3 derivative warrant liability, beginning of period | 136,423 |
Additions | 138,082 |
Change in fair value: | (191,430) |
Fair value at end of period | 83,075 |
Derivative Warrant Liability | |
Fair value of Level 3 derivative warrant liability, beginning of period | 234,461 |
Additions | 54,059 |
Change in fair value: | (61,749) |
Fair value at end of period | 226,771 |
Put Exchange Feature Liability | |
Fair value of Level 3 derivative warrant liability, beginning of period | 476,402 |
Additions | 138,082 |
Change in fair value: | (456,858) |
Fair value at end of period | 157,616 |
Warrants [Member] | |
Fair value of Level 3 derivative warrant liability, beginning of period | 188,351 |
Additions | 15,225 |
Change in fair value: | (49,874) |
Fair value at end of period | $ 153,702 |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Aug. 31, 2016 | Feb. 29, 2016 | |
Equipment, gross | $ 666,448 | $ 666,448 |
Accumulated depreciation and amortization | (216,928) | (169,396) |
Equipment, net | $ 449,520 | 497,052 |
Computer Equipment [Member] | ||
Estimated useful life | 5 years | |
Equipment, gross | $ 76,075 | 76,075 |
Research Equipment [Member] | ||
Estimated useful life | 7 years | |
Equipment, gross | $ 590,373 | $ 590,373 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Depreciation | $ 23,766 | $ 23,812 | $ 47,532 | $ 48,657 |
Research and Development Expense [Member] | ||||
Depreciation | 20,126 | 20,126 | 40,252 | 41,286 |
General and Administrative Expense [Member] | ||||
Depreciation | $ 3,640 | $ 3,686 | $ 7,280 | $ 7,371 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 6 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Anti-dilutive securities | 4,293,552 | 1,699,880 |
Warrants [Member] | ||
Anti-dilutive securities | 1,142,532 | 847,932 |
Stock Options [Member] | ||
Anti-dilutive securities | 1,263,309 | 371,476 |
Preferred Stock [Member] | ||
Anti-dilutive securities | 1,888,552 | 480,472 |
NET LOSS PER SHARE (Details Nar
NET LOSS PER SHARE (Details Narrative) - shares | 6 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Anti-dilutive securities | 4,293,552 | 1,699,880 |
Warrants [Member] | ||
Anti-dilutive securities | 1,142,532 | 847,932 |
Stock Options [Member] | ||
Anti-dilutive securities | 1,263,309 | 371,476 |
Preferred Stock [Member] | ||
Anti-dilutive securities | 1,888,552 | 480,472 |